**SECURITIES****AND****EXCHANGE COMMISSION****  ****Washington****,****D.C.****20549**

** ****FORM****10-QSB**

** QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF****  THE SECURITIES EXCHANGE ACT OF 1934**

** For the quarterly period ended****July 31, 2008**

| **000-29921**          |
|------------------------|
|                        |
| Commission file number |

|                         |
|---------------------------------------------------------------------------------------------------------------------------------------|
| **DESTINATION TELEVISION, INC.**                                                                                                      |
|                                                                                                                                       |
| (Exact name of small business issuer as specified in its charter)                                                                     |

| **Delaware**             |   | **65-0494581**                       |
|--------------------------|--------|--------------------------------------|
|                          |   |                                      |
| (State of incorporation) |   | (IRS Employer Identification Number) |

| **530 North Federal Highway****  ****Fort Lauderdale****,****Florida****33301** |
|-------------------------------------------------------------------------------------------|
|                                                                                           |
| (Address of principal executive office)                                                   |

| **(954) 332-6600**          |
|-----------------------------|
|                             |
| (Issuer's telephone number) |

| **Check whether the issuer:**                                                                                                                                                                                                                            |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports)

** Yes [X] No[  ]**                        |
| and                                                                                                                                                                                                                                                      |
| (2) has been subject to such filing requirements for the past 90 days.

** Yes [X] No [ ]**

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

** Yes [  ] No  [X]** |

|                                                                                                                                                                  |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **Applicable only to corporate issuers**                                                                                                                              |
| As of September 20, 2008 (the most recent practicable date), there were 65,608,760 shares of the registrant's Common Stock, $0.0001 par value per share, outstanding. |

| Transitional Small Business Disclosure Format (check one)

** Yes [  ] No [X]** |
|-------------------------------------------------------------------------------------------|

----

| **DESTINATION TELEVISION, INC.**

** ****FORM****10-QSB**

** TABLE OF CONTENTS** |
|---------------------------------------------------------------------------------------------|
|                                                                                        |   |   |
| **PART I**                                                                                  |   | **FINANCIAL INFORMATION** |
| Item 1                                                                                      |   | Financial Statements |
|                                                                                        |   |      Consolidated Balance Sheet |
|                                                                                        |   |      Consolidated Statements of Operations |
|                                                                                        |   |      Consolidated Statements of Cash Flows |
|                                                                                        |   |      Notes to Financial Statements |
| Item 2                                                                                      |   | Management's Discussion and Analysis of Financial Condition and Results of Operations |
| Item 3                                                                                      |   | Controls and Procedures |
|                                                                                        |   |   |
| **PART II**                                                                                 |   | **OTHER INFORMATION** |
| Item 6                                                                                      |   | Exhibits and Reports on Form 8-K |
|                                                                                        |   |   |
| **SIGNATURES**                                                                              |

----

**PART I**

** FINANCIAL INFORMATION**

** ITEM 1 - FINANCIAL STATEMENTS**

|                                         |                                       |                                                      |                              |                               |                                               |       |   |   |
|----------------------------------------------|--------------------------------------------|-----------------------------------------------------------|-----------------------------------|------------------------------------|----------------------------------------------------|------------|--------|--------|
| **DESTINATION TELEVISION, INC.**             |
| **Consolidated Balance Sheet**               |
|                                         | **July 31, 2008**                          |
| **     (Unaudited)**     |
|                                         |
|                                         |                                       |                                                      |                              |                               |                                               |       |   |   |
|                                         |                                       |                                                      |                              |                               |                                               |       |   |   |
| **Assets**                                   |
|                                         |                                       |                                                      |                              |                               |                                               |       |   |   |
|                                         | **Current assets**                         |                                                      |                              |                               |
|                                         |                                       |                                                      |                              |                               |                                               |       |   |   |
|                                         |                                       | Cash and cash equivalents                                 | $                                 | 518                                |                                               |
|                                         |                                       | Prepaid expenses                                          |                              | 2,112                              |                                               |
|                                         |                                       |                                                      |                              |                               |                                               |       |        |   |
|                                         |                                       |                                                      |                              | **Total current assets**           |                                               | 2,630      |   |
|                                         |                                       |                                                      |                              |                               |                                               |       |   |   |
|                                         | **Property and equipment, net**            |                                                      | 78,858                            |                               |
|                                         | **Acquired amortizable intangible assets** |                                                      | 1,855                             |                               |
|                                         |                                       |                                                      |                              |                               |                                               |       |        |   |
|                                         |                                       |                                                      |                              |                               | **Total assets**                                   | $          | 83,343 |   |
|                                         |                                       |                                                      |                              |                               |                                               |       |        |   |
|                                         |                                       |                                                      |                              |                               |                                               |       |   |   |
| **Liabilities and Stockholders' Deficiency** |
|                                         |                                       |                                                      |                              |                               |                                               |       |   |   |
|                                         | **Current liabilities**                    |                                                      |                              |                               |
|                                         |                                       |                                                      |                              |                               |                                               |       |   |   |
|                                         |                                       | Accounts and accrued expenses payable                     | $                                 | 575,400                            |                                               |
|                                         |                                       | Payroll taxes payable                                     |                              | 230,914                            |                                               |
|                                         |                                       | Convertible notes payable - related party                 |                              | 500,000                            |                                               |
|                                         |                                       | Loans payable - related party                             |                              | 205,000                            |                                               |
|                                         |                                       |                                                      |                              |                               |                                               |       |        |   |
|                                         |                                       |                                                      |                              | **Total current liabilities**      |                                               | 1,511,314  |   |
|                                         |                                       |                                                      |                              |                               |                                               |       |        |   |
|                                         | **Stockholders' deficiency**               |                                                      |                              |                               |
|                                         |                                       |                                                      |                              |                               |                                               |       |   |   |
|                                         |                                       | Preferred stock, $0.0001 par value, 5,750,000 authorized; |                              |                               |                                               |
|                                         |                                       |                                                      | 5,750,000 issued and outstanding  |                               | 206,000                                            |       |
|                                         |                                       | Common stock, $0.0001 par value, 200,000,000 authorized;  |                              |                               |                                               |
|                                         |                                       |                                                      | 59,478,760 issued and outstanding |                               | 6,203,977                                          |       |
|                                         |                                       | Accumulated deficit                                       |                              | (7,837,948                         | )                                                  |
|                                         |                                       |                                                      |                              |                               |                                               |       |        |   |
|                                         |                                       |                                                      |                              | **Total stockholders' deficiency** |                                               | (1,427,971 | )      |
|                                         |                                       |                                                      |                              |                               |                                               |       |        |   |
|                                         |                                       |                                                      |                              |                               | **Total liabilities and stockholders' deficiency** | $          | 83,343 |   |
|                                         |                                       |                                                      |                              |                               |                                               |       |        |   |

The accompanying notes are an integral part of the consolidated financial statements.

----

**DESTINATION TELEVISION, INC.****Consolidated Statement of Operations****(Unaudited)**

 
|   |                                                                                   |                                                                                                     |                                    |          | **Three Months Ended** |                                  | **Nine months Ended** |
|--------|----------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------|-----------------------------------------|---------------|------------------------|---------------------------------------|-----------------------|
|   |                                                                                   |                                                                                                     |                                    |          |                        |                                  |                       |
|   |                                                                                   |                                                                                                     |                                    |          | **July 31,****2008**   |                                  |                  | **July 31,****2007** |   |   | **July 31,****2008** |   |   | **July 31,****2007** |   |
|   |                                                                                   |                                                                                                     |                                    |          |                        |                                  |                  |  |   |   |  |   |   |  |   |
|   |                                                                                   |                                                                                                     |                                    |          |                   |                                  |                  |   |   |   |   |   |   |   |   |
|   | Net Sales                                                                              |                                                                                                     | $     1,581         |               |                        | $      2,887 |                       |  | $    6,001 |  |  | $    13,663 |  |
|   |                                                                                   |                                                                                                     |                                    |          |                        |                                       |                       |  |  |  |  |  |  |  |  |
|   | Expenses:                                                                              |                                                                                                     |                                         |               |                        |                                       |                       |  |  |  |  |  |  |
|   | Selling, general and administrative                                                    | 109,508                                                                                                  |                                         |               | 137,445                |                                       |                       | 357,954 |  |  | 453,449 |  |
|   | Consulting                                                                             | -                                                                                                        |                                         |               | -                      |                                       |                       | 69,760 |  |  | 99,358 |  |
|   | Interest expense                                                                       | 17,000                                                                                                   |                                         |               | 15,701                 |                                       |                       | 48,494 |  |  | 45,476 |  |
|   |                                                                                   |                                                                                                     |                                    |          |                        |                                       |                       |  |  |  |  |  |  |  |  |
|   | Total expenses                                                                         | 126,508                                                                                                  |                                         |               | 153,146                |                                       |                       | 476,208 |  |  | 598,283 |  |
|   |                                                                                   |                                                                                                     |                                    |          |                        |                                       |                       |  |  |  |  |  |  |  |  |
|   | Loss from continuing operations                                                        | (124,927                                                                                                 | )                                       |               | (150,259               | )                                     |                       | (470,207 | ) |  | (584,620 | ) |
|   |                                                                                   |                                                                                                     |                                    |          |                        |                                       |                       |  |  |  |  |  |  |  |  |
|   | Discontinued operations:                                                               |                                                                                                          |                                         |               |                        |                                       |                       |  |  |  |  |  |
|   |                                                                                   | Gain (Loss) from discontinued operations of                                                              |                                         |               |                        |                                       |                       |  |  |  |  |  |  |
|   |                                                                                   |                                                                                                     | subsidiary returned to former ownership |               |                        |                                       |                       |  |  |  |  |  |  |  |
|   |                                                                                   |                                                                                                     | pursuant to rescission agreement        |  152,665 |                        |                                       |  -               |  |  |  (26,502 | )  |  |  - |  |
|   |                                                                                   |                                                                                                     |                                    |          |                        |                                       |                       |  |  |  |  |  |  |  |  |
|   | Net income (loss) before income taxes                                                  | 27,738                                                                                                   |                                         |               | (150,259               | )                                     |                       | (496,709 | ) |  | (584,620 | ) |
|   |                                                                                   |                                                                                                     |                                    |          |                        |                                       |                       |  |  |  |  |  |  |  |  |
|   | Income taxes                                                                           | -                                                                                                        |                                         |               | -                      |                                       |                       | - |  |  | - |  |
|   |                                                                                   |                                                                                                     |                                    |          |                        |                                       |                       |  |  |  |  |  |  |  |  |
|   | Net income (loss)                                                                      | $  27,738                                                                                           |                                         |               | $ (150,259             | )                                     |                       | $ (496,709 | ) |  | $(584,620 | ) |
|   |                                                                                   |                                                                                                     |                                    |          |                        |                                       |                       |  |  |  |  |  |  |  |  |
|   | Income (Loss) per share:                                                               |                                                                                                          |                                         |               |                        |                                       |                       |  |  |  |  |  |
|   |                                                                                   |                                                                                                     |                                    |          |                        |                                       |                       |  |  |  |  |  |  |  |  |
|   | Basic and diluted:                                                                     |                                                                                                          |                                         |               |                        |                                       |                       |  |  |  |  |  |
|   |                                                                                   | Loss from continuing operations before                discontinued operations        | $ (0.00                                 | )             |                   | $ (0.00                               | )                     |  | $(0.01 | ) |   | $(0.01 | ) |
|   |                                                                                   |                                                                                                     |                                    |          |                        |                                       |                       |  |  |  |  |  |  |  |  |
|   |                                                                                   | Gain (Loss) from discontinued operations                and loss on disposition, net |    0.00                       |          |                   |       -      |                  |   |  (0.00 | ) |   |       - |   |
|   |                                                                                   |                                                                                                     |                                    |          |                        |                                       |                       |  |  |  |  |  |  |  |  |
|   |                                                                                   |                                                                                                     |                                    |          | $  0.00           |                                       |                       | $ (0.00 | ) |  | $(0.01 | ) |  | $(0.01 | ) |
|   |                                                                                   |                                                                                                     |                                    |          |                        |                                       |                       |  |  |  |  |  |  |  |  |
|   | Weighted average common share               equivalent outstanding | 64,100,982                                                                                               |                                    |          | 49,518,300             |                                  |                  | 62,532,262 |   |   | 48,690,972 |   |
|   |                                                                                   |                                                                                                     |                                    |          |                        |                                       |                       |  |  |  |  |  |  |  |  |

 

The accompanying notes are an integral part of the consolidated financial statements.

----

| **DESTINATION TELEVISION, INC.**          |
|-------------------------------------------|
| **Consolidated Statements of Cash Flows** |
| **(Unaudited)**                           |
|                                      |   |   |   |   |   |   |   |   |
|                                      |   |   | **Nine Months Ended** |   |
|                                      |   |   |   |   |   |   |   |   |
|                                      |   |   | **July 31,****2008** |   |   | **July 31,****2007** |   |   |
|                                      |   |   |  |   |   |  |   |   |
|                                      |   |   |   |   |   |   |   |   |
|                                      | **Operating activities:** |   |   |   |   |   |   |
|                                      | Net loss | $(496,709 | ) |   | $(584,620 | ) |   |
|                                      | Adjustments to reconcile net loss to cash: |   |   |   |   |   |   |
|                                      | Non-cash expenses included in net loss |   |   |   |   |   |   |
|                                      |   | Depreciation and amortization | 19,725 |   |   | 19,725 |   |   |
|                                      |   | Stock issued for services | 33,580 |   |   | 94,437 |   |   |
|                                      |   | Grant of stock options for consulting services | 36,020 |   |   | 49,225 |   |   |
|                                      |   | Recognition of deferred compensation | - |   |   | 25,000 |   |   |
|                                      |   | Change in operating assets and liabilities: |   |   |   |   |   |   |
|                                      |   |    Decrease in restricted cash for payment of payroll taxes | - |   |   | 52,000 |   |   |
|                                      |   |    Increase in payables and accrued expenses | 187,238 |   |   | 155,955 |   |   |
|                                      |   |    Decrease in other assets | 21,090 |   |   | (2,000 | ) |   |
|                                      |   |    Decrease (Increase) in prepaid expenses | 1,538 |   |   | (4,587 | ) |   |
|                                      |   |  |   |   |  |   |   |
|                                      | **Cash used by operating activities** | (197,518 | ) |   | (194,865 | ) |   |
|                                      |   |  |   |   |  |   |   |
|                                      | **Investing activities:** |   |   |   |   |   |   |
|                                      |    Acquisition of fixed assets | (2,822 | ) |   | (13,114 | ) |   |
|                                      |   |   |  |   |   |  |   |   |
|                                      | **Cash used by investing activities** | (2,822 | ) |   | (13,114 | ) |   |
|                                      |   |  |   |   |  |   |   |
|                                      | **Financing activities:** |   |   |   |   |   |   |
|                                      |   | Proceeds from issuance of common stock | 30,020 |   |   | 236,600 |   |   |
|                                      |   | Proceeds notes and loans payable - related party | 130,000 |   |   | 85,000 |   |   |
|                                      |   | Repayment loans payable - other | - |   |   | (35,000 | ) |   |
|                                      |   |  |   |   |  |   |   |
|                                      | Cash provided by financing activities | 160,020 |   |   | 286,600 |   |   |
|                                      |   |  |   |   |  |   |   |
|                                      | **(Decrease) Increase in cash** | (40,320 | ) |   | 78,621 |   |   |
|                                      | Cash and cash equivalents - beginning | 40,838 |   |   | 12,044 |   |   |
|                                      |   |  |   |   |  |   |   |
|                                      | **Cash and cash equivalents - ending** |    $      518 |   |   | $ 90,665 |   |   |
|                                      |   |  |   |   |  |   |   |
|                                      | **Supplemental disclosure of non-cash financing activity:    ** |   |   |   |   |   |   |
|                                      |     Issued 2 million shares of Series B Preferred Stock      |   |   |   |   |   |   |
|                                      |     in repayment of Loan payable-officer | $ 56,000 |   |   | $          - |   |   |
|                                      |   |  |   |   |  |   |   |
|                                           |  |  |  |  |  |  |  |  |  |

The accompanying notes are an integral part of the consolidated financial statements.

----

**DESTINATION TELEVISION, INC.**     Notes to Interim Consolidated Financial Statements    July 31, 2008    (Unaudited)

**Note 1 -** **Basis of Presentation**

            The interim consolidated financial statements of Destination Television, Inc. ("the Company") include all adjustments, which, in the opinion of management, are necessary in order to make the financial statements not misleading. The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-QSB and do not include all of the information and footnotes required by Generally Accepted Accounting Principles in the United States for complete financial statements. The financial statements presented herein have been prepared in accordance with the accounting policies described in the Company's October 31, 2007 Annual Report on Form 10-KSB and should be read in conjunction with the Notes to financial statements which appear in that report. The financial statements report the results of the Company's former wholly-owned subsidiary, American Broadcast Group LLC ("ABG"), as a discontinued operation, beginning November 1, 2007, the date the Company acquired all of ABG's outstanding members' interests, and the results of Bar TV, Inc., Destination Television, Inc., and Hotel TV, Inc. All significant inter-company account balances and transactions between the Company and its corporate subsidiaries have been eliminated in consolidation.

**Note 2 - Rescission of Acquisition of American Broadcast Group LLC**

            On June 18, 2008, the Company entered into an agreement rescinding the November 1, 2007 acquisition of all of the outstanding member's interests of American Broadcast Group LLC, a Florida based advertising sales company.

            For the three months ended July 31, 2008, the Company recorded a gain of $152,665 from the return of ABG to its former owner. This gain from discontinued operations resulted from the elimination of the ABG member's equity deficiency on the Company's consolidated balance sheet. The equity deficiency resulted from the excess of ABG liabilities over its assets. Upon the acquisition of ABG, the Company recorded that excess as an asset, i.e., *Goodwill*. That asset had been removed from the Company's consolidated balance sheet in the previous fiscal quarter.

            For the nine months ended July 31, 2008, the Company's total loss on disposition of ABG was $26,502, which represented its cash investment in ABG which is not recoverable.

            During the period from the date of acquisition, November 1, 2007 through June 18, 2008, losses of ABG were approximately $60,000.

            The aggregate consideration for the acquisition on November 1, 2007 was $427,082. The amount exceeding identifiable assets was initially reflected as goodwill as of the date of acquisition. Consideration paid is summarized as follows:

| Common stock issued-               3,520,000 shares valued at $0.064  per share |   | $ 225,280 |
|------------------------------------------------------------------------------------------------|--------|-----------|
| Cash advanced                                                                                  |   | 21,091    |
| Existing debt                                                                                  |   | 65,000    |
| Deferred income on existing advertising contracts                                              |   | 115,711   |
|                                                                                           |   |           |
| Total consideration                                                                            |   | $ 427,082 |
|                                                                                           |   |           |

            Purchase price was originally allocated as follows:

| Goodwill              |   | $ 347,265 |
|-----------------------|--------|-----------|
| Cash                  |   | 1,000     |
| Accounts receivable   |   | 76,817    |
| Other assets          |   | 2,000     |
|                  |   |           |
| Total assets acquired |   | $ 427,082 |
|                  |   |           |

**Note 3 - Notes Payable**

**            Convertible Notes Payable - Dr. Terry**

            On December 21, 2007, the Company issued a one-year 8%, $100,000 secured convertible note to Dr. Harold Terry for $100,000 cash.  The note is convertible into common stock at $0.05 per share and is collateralized by all of the Company's assets, both tangible and intangible, and is restricted as to transferability. The proceeds of the note were used for working capital.

            As of July 31, 2008, notes payable due Dr. Terry totaled $500,000, comprised of convertible notes of $400,000 and $100,000 at 6% and 8%, respectively. Of the $500,000 principal balance of convertible notes payable, $300,000 of the notes are secured by all of the assets of the Company and $200,000 of the notes are unsecured.

            The convertible notes have not been registered under the Securities Act of 1933, as amended, and therefore, may not be transferred in the absence of an exemption from registration under such laws and will be considered "restricted securities" as that term is defined in Rule 144 adopted under the Securities Act, and may be sold only in compliance with the resale provisions set forth therein.

**Note 4 - Loans Payable - Dr. Terry**

**           ** On May 16, 2008, the Company borrowed $30,000 from Dr. Terry. The loan which is unsecured is payable in one-year with 6% interest. Loans payable to Dr. Terry totaled $205,000 as of July 31, 2008.

**Note 5 - Accounts and Accrued Expenses Payable**

            At July 31, 2008, *Accounts and Accrued Expenses Payable* consisted of the following: accounts payable, $38,578; accrued rent, $301,500; accrued interest, $106,718; accrued officer's salary, $123,604; and short-term advance from officer, $5,000.

**Note 6 - Payroll Taxes Payable**

            The Company has been delinquent in its payment of payroll taxes. As of July 31, 2008, the total of payroll taxes payable, including estimated interest and penalties, was $230,914. In August, October and November 2007, the Internal Revenue Service filed tax liens against the Company in the total amount of $198,351. In August 2007, the Company made a lump-sum payment of $48,000 and in November 2007, an additional lump sum payment of $18,600. These payments were made in connection with the Company's submission of an Offer in Compromise to settle its payroll tax obligations. Although the Offer in Compromise has been rejected, the Company has appealed the initial determination and is continuing negotiations. There is no assurance that an acceptable settlement will be reached. Payroll tax obligations for the calendar year 2007 and the first three quarters of 2008 have been paid as required.

**Note 7** - **Stockholders' Deficiency**

**            Stock Issued for Cash**

**           ** In March 2008, the Company issued 1,000,000 shares of common stock for $30,000, or $0.03 per share.** ** These shares have not been registered under the Securities Act of 1933, as amended, and therefore, may not be transferred in the absence of an exemption from registration under such laws and will be considered "restricted securities" as that term is defined in Rule 144 adopted under the Securities Act, and may be sold only in compliance with the resale provisions set forth therein.

**            Stock to Acquire American Broadcast Group LLC - Issuance and Rescission**

            On November 1, 2007, the Company acquired all of the issued and outstanding member's interests of American Broadcast Group LLC from ABG's sole member, in exchange for 3,520,000 shares of the Company's common stock. The shares were valued at $225,280, or $0.064 per share, which represented the approximate market value on July 6, 2007, the date the agreement was entered into by the parties. On June 18, 2008 the transaction was rescinded and the shares were returned to the Company for cancellation. Upon cancellation of the shares, *Stockholders' Deficiency -Common Stock* was reduced $225,280.

            **Stock Issued for Services           **

            On February 20, 2008, the Company entered into a 12-month business consulting agreement with a consultant. In connection with that agreement, the Company issued, as compensation, 2,500,000 shares of common stock and granted stock options to acquire 8,000,000 shares of common stock at an average exercise price of $0.075 per share. The shares, which were registered pursuant to Form S-8 under the Securities Act of 1933, as amended, were valued at $30,000, or $0.012 per share, which was representative of the approximate market value at the date of issuance. On May 30, 2008, the Company was notified by the consultant that effective June 29, 2008, he was terminating the agreement. The Company has demanded return of the 2,500,000 shares it issued as a consulting fee. The options, which expired on June 29, 2008 are described below in *Note 7 - Stockholders' Deficiency - Common Stock Options.*

            In February 2008, the Company also issued 200,000 shares of its common stock for consulting services. The shares were valued at $3,580, or approximately $0.018 per share, which was representative of the approximate market value at the date of issuance. The shares have not been registered under the Securities Act of 1933, as amended, and therefore, may not be transferred in the absence of an exemption from registration under such laws and will be considered "restricted securities" as that term is defined in Rule 144 adopted under the Securities Act, and may be sold only in compliance with the resale provisions set forth therein.

**            Series B Preferred Stock Issued in Exchange for Debt**

             On November 27, 2007, the Company's president, Gordon Scott Venters, acquired from the Company 2,000,000 shares of its Series B Preferred Stock as payment of $56,000 of accrued unpaid salary. The shares were valued at $56,000, or $0.028 per share, which represented the approximate value, at the date of issuance, of the common stock into which the Series B Preferred Stock may be converted. Neither the shares of Series B Preferred Stock, nor the shares of Common Stock into which they may be converted, have been registered under the Securities Act of 1933, as amended, and therefore, may not be transferred in the absence of an exemption from registration under such laws and will be considered "restricted securities," as that term is defined in Rule 144 adopted under the Securities Act, and may be sold only in compliance with the resale provisions set forth therein.

**            Common Stock Options**

            On February 20, 2008, the Company granted options, pursuant to a consulting agreement, to purchase 8,000,000 shares of common stock. The options had an initial expiration date of February 20, 2009 and give the right to the grantee to purchase shares of common stock at exercise prices of $0.05 to $0.10, or an average of $0.075 per share. The number of shares of common stock to be received by the grantee was limited so that he would not beneficially own more than 10% of the then outstanding shares of common stock.  At the date of grant, the options were deemed to have a fair value of $36,020, pursuant to the Black-Scholes valuation model, which amount has been reflected as additional *Consulting Expense* in the Consolidated Statements of Operations for the nine months ended July 31, 2008.

            The following table summarizes the key assumptions used in determining the fair value of options granted during the nine months ended July 31, 2008.

| Table of Key Assumptions |
|--------------------------|
|                     |
|                     | Interest             Rate |   | Dividend             Yield |   | Expected             Volatility |   | Expected             Life |   |
|                     |  |   |  |   |  |   |  |   |
|                     | 5.0% |   | 0.0% |   | 200.0% |   | 12 mos. |   |
|                     |  |   |  |   |  |   |  |   |

            The following table summarizes the option activity during the nine months ended July 31, 2008.

|                    |   |                   |   |   | Weighted Average                               |                            |                                                                  |                        |   |   |   |
|-------------------------|--------|------------------------|--------|--------|------------------------------------------------|---------------------------------|-----------------------------------------------------------------------|-----------------------------|--------|--------|--------|
|                    |   |                   |   |   |                                           |                                 |                                                                  |                        |   |   |   |   |
|                    |   |                   | Shares |   |                                           | Exercise             Price |                                                                  | Fair             Value |   |   |   |   |   |   |
|                         |   |                        |   |   |                                                |                            |                                                                       |                        |   |   |   |   |   |
| Balance 11/1/2007       |   | 0                      |   |   | -                                              |                            | -                                                                     |                        |   |   |   |   |   |
| Granted during 2008     |   |    8,000,000 |   |   | $  0.075                                  |                            | $  0.0045                                                        |                        |   |   |   |   |   |
| Exercised/Lapsed 2008 * |   | (8,000,000             | )      |   | -                                              |                            | -                                                                     |                        |   |   |   |   |   |
|                    |   |                        |   |   |                                                |                            |                                                                       |                        |   |   |   |   |   |
| Balance 7/31/2008       |   | 0                      |   |   | $         - |                            | $            - |                        |   |   |   |   |   |
|                    |   |                        |   |   |                                                |                            |                                                                       |                        |   |   |   |   |   |
|                         |        |                        |        |        |                                                |                                 |                                                                       |                             |        |        |        |  |  |  |

             * On May 30, 2008, the consultant notified the Company that he was terminating the Consulting Agreement effective June 29, 2008, at which time the options expired.                           

**Note 8 - Commitments**

**            Facilities**

**           ** The Company leases from a stockholder, Dr. H. K. Terry, pursuant to an oral agreement on a month-to-month basis, an 8,500 square foot building in Fort Lauderdale, Florida, which serves as its administrative offices and computer operations center. The rent is $4,500 per month and the Company is responsible for utilities. Rent expense was $13,500 and $40,500, for the three month and nine month periods ended July 31, 2008 and 2007, respectively.

**         ** **  Employment Agreements**

**           ** Gordon Scott Venters is employed as the Company's President and Chief Executive Officer, pursuant to an employment agreement, effective November 1, 2007. The employment agreement, which extended a previous agreement, provides for an annual salary of $153,964; annual increases of a minimum of 5%; and participation in incentive or bonus plans at the discretion of the Board of Directors. The agreement additionally provides for certain confidentiality and non-competition provisions and a minimum payment of 18 months salary in the event of a change of control or termination "without cause," or if the employee terminates for "good reason." As of July 31, 2008, Mr. Venters was owed $123,604 for accrued unpaid salary.

**Note 9 - Related Party Transactions**

**            Dr. Harold Terry**

**           ** In December 2007, Dr. Harold Terry, a major shareholder of the Company's common stock, acquired a $100,000 one-year 8% convertible note for cash consideration of $100,000. The note is secured by all of the assets of the Company. The note, which is restricted as to transferability, is convertible into common stock at $0.05 per share. Additionally, in May 2008, he loaned the Company $30,000 as a one-year 6% unsecured loan.  Dr. Terry's ownership of the Company's convertible notes payable and loans payable are described above in *Note 3* - *Notes Payable - Convertible Notes Payable - Dr. Terry and Note 4- Loans Payable- Dr. Terry.* The Company leases the building that houses its offices from Dr. Terry on a month-to-month basis, at $4,500 per month, which has been accrued by the Company but not paid. As of July 31, 2008, the Company owed Dr. Terry for accrued rent, $301,500, and for accrued interest, $106,718. These amounts are included in the accompanying balance sheet as accounts and accrued expenses payable.

            **Gordon Scott Venters**

            In November 2007, Gordon Scott Venters, entered into a three-year employment agreement with the Company, which is described above in *Note 8*- *Commitments-Employment Agreements.*   On November 27, 2007, he acquired from the Company 2,000,000 shares of its Series B Preferred Stock as payment of $56,000 of accrued unpaid salary. As of July 31, 2008, Mr. Venters was owed $123,604 for accrued unpaid salary and $5,000 for a short-term loan to the Company.

**Note 10 - Litigation**

**           ** As of July 31, 2008, the Company was not a party to any litigation.

**Note 11 - Ability to Continue as a Going Concern and Management Plan**

            The financial statements have been prepared assuming that the Company will continue as a going concern. The Company has not had significant revenue in the ordinary course of its business. The lack of sales and recurring losses from operations, lack of working capital and shareholders' deficiency and delinquent payroll taxes and the filing of federal tax liens, raise substantial doubt about the Company's ability to continue as a going concern. Management's plan in regards to these matters is to seek further equity or debt funding to allow it to pursue its business plan which involves the sale of advertising on the Company's networks and affiliated networks and the possible acquisition of companies in related or unrelated businesses. The Company intends to increase its revenues by establishing a sales group to attract advertisers electronically, to negotiate a plan of payment of its payroll tax liability and to reduce its fixed cash operating expenses so that sales exceed the Company's fixed expenses. If the Company is unable to raise additional capital, it may be required to curtail its operations, abandon its business plan, or file for reorganization or liquidation.

**Note 12 - Subsequent Events**

            In August and September 2008, the Company issued a total of 9,650,000 shares of its common stock, which are restricted as to transferability. Of these shares, 4,500,000 shares were issued for $45,000 cash to be used for working capital; 5,000,000 shares were issued to the Company’s president for $25,500 of accrued salary; and 150,000 shares were issued for services valued at $751.

----

** ITEM 2 - MANAGEMENT'S DISCUSSION****AND****ANALYSIS OF FINANCIAL CONDITION****AND****RESULTS OF OPERATIONS**

            Destination Television, Inc. ("we" or "the Company") is a media production, promotion and advertising company focused primarily on the out-of-home (OOH) digital signage industry. Our core business is providing our universal content platform and premium advertising messages to high traffic out-of-home locations. Our advertising offers benefits to both the locations and advertisers and is intended to create sales lift at both the point of sale (POS) location and at the retail level. We provide remote, custom edited content and advertising delivery platforms to high traffic OOH locations and deliver national, regional, and local advertising and short format entertainment content. In addition, we have agreements with associated national networks which grant them the right to place advertisements on our networks and, reciprocally, grant our networks the right to place ads on their networks.

            On December 5, 2006, we received our registered trademark status for Destination Television® with the United States Patent and Trademark Office (Registration Number #3,179,292) under Section 038 of narrowcast media/audio in out-of-home locations.

            Our primary business is creating and implementing out-of-home distribution network platforms and syndicating third-party OOH national networks to reach captive audience viewers, primarily in high traffic OOH leisure destinations. We provide proprietary advertising and marketing concepts and strategies, which we produce, as well as advertising content provided by us or our advertisers. Our flexible digital network platforms allow for content that can be updated and changed remotely and is specific for each targeted demographic group, time of day and monitor and measure frequency and rotation of those ads and messages. We promote our networks as being able to increase exposure and brand recognition and strengthen the influence of consumer purchasing decisions, both at the point-of-purchase as well as at the retail level. Our digital technology and premium locations can provide advertisers with instant delivery and flexibility of content that can be unique to each location, which allows our clients the ability to change their programming or select a specific location to target-market potential consumers. Our private television networks are not currently regulated by the FCC, which offers distribution opportunities to companies that are unable to advertise their products on conventional networks or cable television.

            We have completed our beta test at a sample of our locations and have concluded that we will now charge our locations a monthly subscription fee to be part of our networks. We have advised our locations' managers that media boxes will be available to replace all DVD formats and we intend to expand aggressively into new locations on the subscription-based platform. Our proven digital technology platform will allow for content to be updated remotely as the locations add products and services and marketing campaign changes. We plan to charge a monthly subscription fee of $199 for each location.

**           ** Previously our revenue was solely derived from the production and sale of custom advertising and the subsequent airing of the ads on our Bar TV, Gym TV, and Hotel TV networks and, in the future, we expect revenue from advertisers from third-party OOH networks. We have begun to receive our first revenues from these advertisers.

**           ** We offer locations a turnkey solution consisting of hardware, software, location programmed content, entertainment and advertiser content and if necessary and economically viable, television monitors to distribute our programming.

            On November 1, 2007, we acquired American Broadcast Group LLC, a Florida based advertising sales organization. This transaction did not meet the expectations of the parties and was rescinded on June 18, 2008.

**           ** Our executive offices are located at 530 North Federal Highway, Fort Lauderdale, Florida 33301 and our telephone number is (954) 332-6600. Our website address is www.destinationtelevision.com.

**Strategy**

**           ** We have revised our business model to concentrate on high traffic leisure OOH locations, of "leisure destinations driving traffic to retail locations." We have developed relationships with leisure destinations such as bars, taverns and nightclubs, gyms and health clubs, video stores, and in hotels and resorts in desirable tourist areas.

            We have revised our business model to sell our locations "electronically" through our new website. The site utilizes only two links "*Locations*" and "*Advertisers*" and handles all aspects of a "physical" sale of both the locations and the advertisers. Our new business approach allows for a more accelerated and scalable platform for prospecting and closing location and advertiser sales. All content that is provided to us by the Location or the Advertiser is delivered electronically to our facility for assembly and is then loaded remotely from our servers onto the locations' playlist.  We deliver a media player to the Location's place of business for installation into their pre-existing screens. We are concentrating our efforts on signing to our networks high traffic leisure OOH locations.

**           ** Destination Television's digital signage networks broadcast first-run movie trailers and new music videos. The abbreviated short content format is designed for the specific demographic of these high traffic OOH environments.

**           ** According to Forrester Research, movie trailers and music videos are the most popular downloads of today's youth.

**           ** Traditionally, viewing audiences have become highly fragmented and specialized due to the growth of cable television channels, video recorders and the Internet, limiting the ability of advertisements to be seen. Destination Television is able to air high quality local, regional and national digital advertisements or commercial spots to specific high traffic out-of- home captive audiences and specific demographics.

            We intend to solicit national advertisements on our networks at such time as a uniform measurement and metric methodology is implemented for the digital signage industry that can provide proven and quantitative impressions of advertiser viewership. We intend to actively solicit national advertisements through advertising and media placement agencies.

**           ** We intend to focus our core operations on executing joint agreements with other companies and licensing from them certain rights to their pre-existing OOH digital networks for the placement of mutually beneficial advertisements in their high traffic captive audience locations.

**           ** We have secured new locations through these agreements, which are referred to in the advertising industry as OOH  areas of dominant influence (ADI's) and we intend to secure additional agreements for OOH digital locations in these major ADI's. We believe that by increasing our portfolio of OOH digital locations, we will be able to enter into substantive third-party agreements with major advertising agencies, media representation firms and other independent contractors interested in purchasing national, regional and local advertising slots on "clusters" of OOH television network platforms.

**           ** We plan to actively solicit advertising agencies and customers for our networks, and expand locations aggressively until we have or achieve sufficient locations to draw critical mass for national advertisers. We believe we can acquire certain national commercials via "promo only" while we are expanding our networks and locations leveraging local and regional advertisements, and in the future replace them with paying national advertisements. In addition, we intend to derive a substantial portion of our revenues from strategic alliances and agreements with retail locations, whereby the product or service at the location agrees to pay for co-op advertising. We have begun to obtain agreements from locations that will pay us a monthly subscription fee for the services they receive by being on the network(s). New locations will pay a monthly fee per location in exchange for custom advertisement of the location's brand, product or service to its customers. 

**           ** We are retiring, consolidating and implementing new locations as a result of the cancellation of beta test locations or conversion to our subscription based service. We previously had a total of approximately 53 locations installed and broadcasting Bar TV on a daily basis that have served as the beta test for the advertising platform. We believe that this beta test of anchor locations established our regional footprint in the Southeast Florida corridor and provided us with information to solicit new locations for our subscription based service. We intend to re-solicit these markets on the new subscription based service. Some of these locations are not actively engaged in our network and may be removed by us, may discontinue their association with Bar TV, Gym TV or Hotel TV or may again become active participants. Our revised business model is now focused on appealing to regional and national chains as a subscription based service in contrast to pursuing individual locations.

**           ** We believe that our business model can only be successful if we are able to attract a sufficient number of subscribers and locations to reach critical mass in order to attract advertisers that are interested in reaching the demographics of our advertiser platforms. In order to accomplish this goal, we must continue to place our broadcasts in high traffic OOH locations in entertainment and retail districts throughout the United States. There is no assurance that we will able to enter into agreements with a sufficient number of business locations to interest the advertisers that we are seeking.

            In order to interest viewers to watch our monitors and see and pay attention to our advertisements, we must provide entertaining content. We believe our "advertainment" platform is a correct mix of short content entertainment and advertisements; however, there can be no assurance that the general public will embrace this format. Just as an "ads-only" channel has not proven to be popular, we believe that to be successful in presenting advertisements, we must provide some form of entertainment, and we have chosen first-run motion picture trailers and new music videos mixed with quality digital advertisements to create our unique brand of "advertainment." We have not taken any surveys as to whether our locations' patrons like being exposed to ads or movie trailers or music videos.**             **

            We utilize as "backbone" or "core" content, movie trailers of first-run motion pictures from the major motion picture studios, including Twentieth Century Fox, Columbia Pictures, MGM, Warner Bros., Paramount Pictures, Dreamworks and Universal, highlighting upcoming releases, and new music videos from the major record labels including Geffen, Universal Atlantic, Capitol, EMI, Epic, Electra, Def Jam, Island, J Records and Maverick. The movie trailers, which are rated as suitable for general audiences, are supplied to us, without charge, by EPK.TV, a division of DBS InteleStream, Fahlgren Entertainment, Inc., and Alliance, an Atlanta based entertainment oriented advertising and public relations agency. 

**           ** Fahlgren Entertainment, Inc. has agreements with the studios to receive print and ad ("P & A") marketing materials, which they provide to third-party entertainment companies, such as our company, to promote upcoming theatrical releases. The music videos, which are promotions for upcoming album releases, are provided to us for promotional purposes, as well.

            We schedule local, regional and national advertisements, before and after the filmed movie trailers.  Because music is generally played in some of our locations by disk jockeys or juke boxes, it is necessary that some of our broadcasts of movie trailers and music videos and ads be graphically intensive and sometimes aired without sound ("MOS").

            We currently do not receive any direct revenues from these trailers and videos, but are free to use them as core content in our broadcasts to the locations that comprise our network. However, a recent industry shift is appearing where the "promo-only" music videos are now being represented to the OOH marketplace as "content," whereas the distributors of this content may in the future expect a monthly fee per location.

            We previously had Gym TV beta test locations, except that in addition to providing the businesses with free advertisements, we entered into agreements to pay the locations, on a pro-rata basis, from 10% to 33% of the gross ad revenue. We may or may not continue revenue sharing when a national roll-out of the Gym TV network is implemented. We are currently "rolling up" those locations upon expiration of their agreements or as soon as practicable.

            **Industry Background**

            The point-of-purchase OOH market together with the digital signage and out-of-home advertising business is currently estimated at $6 billion annually. The advertising industry is diverse and includes television, newspapers, magazines, radio, specialty media, the Internet, billboards, direct mail and telephone directories. Approximately $460 billion was spent on worldwide advertising in 2000, including over $240 billion in the United States alone.

**           ** In recent years, non-traditional media, particularly digital technology, has brought in an era of change, providing advertisers new forms and formats by which they can connect with and impact their target audience.  Many industry analysts believe that the relative importance of traditional advertising media will decrease as advertisers look for more creative solutions to reach consumers.

            Through our networks, we have created advertising distribution channels that permit advertisers to effectively reach their audience in an out-of-home environment. We intend to capture an increasing share of the total advertising market. We believe that point-of-purchase advertising networks appeal to out-of-home advertisers who today employ a broad range of advertising mediums.

**            Network Program**

            Our "networks," which is the term we use to describe our groups of locations that permit their patrons to view our broadcasts, offer advertisers the ability to target specific demographics on a site-by-site basis. Placing monitors in OOH high traffic leisure destinations, such as sports bars, taverns, nightclubs, gyms and health clubs, hotels and most leisure destinations, increases exposure and ad impressions. The monitors are profiled based on specific characteristics of their audience, including age, gender, race and income. This is not accomplished scientifically, but by word-of-mouth and anecdotal observation, which we believe to be reliable. Some examples of the type of information which may be helpful for advertisers are the price of drinks in a bar, which gives information as to patrons' income; the breakdown by sexes, which might indicate the type of drink, which would appeal to a particular gender; the types of cars and trucks in the parking lot, are all items of information that may be useful to advertisers in determining the demographics make-up of the viewing population. This information availability allows us to appeal to both local advertisers targeting a small geographic area within a major city, as well as national advertisers targeting a wide range of demographic groups.

            Our advertising monitors play a repeating or looping sequence of advertising and programming.  As currently configured, a broadcast consists of approximately 60 thirty-second advertising spots per hour. The broadcast in each specific area can support 480 thirty-second daily airing slots, including entertainment spots, on the forward storage media player installed at each location. The "Advertainment" current program wheel consists of an average mix of 20 minutes of movie video per hour, 20 minutes of movie trailers, 15 minutes of local advertising and five minutes of the location's advertisements.  New technology has been announced that may make available to us a high definition broadcast and provide increased storage and broadcast quality. We have researched this technology and elected to convert all current locations to the forward storage media player, and on all new installations, and to deliver content terrestrially via the Internet.

            Installation costs for a new site include the cost of acquiring hardware and the cost of installing equipment.  The fully installed average per site cost for a typical location with a 42" plasma television, digital media player and stand is approximately $2,400. Some sites may contain multiple monitors that would be supported from a single forward storage media player.

            We secure three to five-year location agreements. We do not permit ads of competing bars, gyms, hotels, video stores or other leisure destinations to be broadcast to the locations on our network.  The location establishment is responsible for supplying electricity to the equipment and keeping the designated monitor on, during normal business hours. As compensation for allowing us to place our monitors or networks in their business location, which at present is generally a busy bar, tavern, nightclub, gym, or hotel, the location receives monthly advertising spots. We usually provide the business location with at least four times the advertisements that air, and at least four times per hour. The location may display its monthly event calendar, five-second static ad and photo gallery, or the locations' products or services that are all updated monthly, at a cost of $199 per month per location.  

**            Advertising Sales**

**           ** Our strategy is to derive a significant portion of our revenue from advertisements placed on our network and affiliated networks.  We are attempting to procure national advertisers, primarily through advertising and promotion agencies and public relations firms that have the ability to direct promotion funds to our networks. Examples of industries that are constantly having special promotions are the automobile, fashion and entertainment industries. We are also seeking advertisers that are looking for alternate media to promote their products that are limited by law or tradition as to their advertising options. We also look for opportunities for advertisers whose products can be sold immediately on an impulse basis such as beverages in a Bar TV location and health foods and supplements in Gym TV locations. Recent surveys have shown that 61% of people leaving gym locations make an immediate purchase, with 55% purchasing goods from a supermarket or drugstore (source: Health Club Panel). We intend to target advertisers that relate to this mentality of "leisure destinations driving traffic to retail locations," as we have implemented this tag line in our marketing efforts.

**           ** We believe that advertising and product demonstrations at the point-of-purchase could significantly influence which products consumers purchase.

**           ** Advertising rates are based upon the availability of space for the desired location, the size and demographic make-up of the market served by the screens and the availability of alternative advertising media in the area. Advertising sales are generally made pursuant to contracts with local, regional or national advertisers. Advertising rates currently implemented by us may change when a uniform measurement has been obtained for the digital signage industry creating a relevant cost per thousand ("CPM").

**           ** We intend to operate the new locations and network broadcast remotely, utilizing a "forward storage media player" consisting of a terrestrial digital Internet/Ethernet connected hard drive, located at the out-of-home location that uses "pull" not "push" technology, to deliver the content to the location. Utilizing this "real-time" technology, we can update content on-demand, track data from the location, including commercial spot line-up, frequency and rotation, one-time advertisements, play lists and other digital signage data and configurations. If we are unable to operate the new territories remotely, it could have a substantial and adverse impact on our expansion and capital plan.

**Competition**

**           ** Competition for advertisers is intense. We will be competing with similar and new digital signage networks entering the sector, and also with radio, television and cable companies and other forms of advertising including newspapers, magazines, the Internet, direct mail and billboards. We believe that our strategy of offering advertising in leisure destinations provides particular advertisers with access to a select clientele at attractive rates with favorable brand recall and significant point-of-purchase potential. We expect to compete with these forms of advertising on the basis of price and our ability to reach potential customers at the point-of-purchase. A large number of companies that provide advertising in the point-of-purchase segment of the advertising industry and other sectors have significantly greater financial, marketing, technical and other resources than we have. Potential competitors may be able to devote greater resources to marketing promotional campaigns, adopt more aggressive pricing policies and devote more resources to technology than we can. Increased competition may reduce our market share and may require us to reduce advertising rates and therefore lower our operating margins. We may not be able to compete successfully against current and future competitors. There can be no assurances that we will be able to obtain the desired results from our business strategy or to be profitable.

**            Bar TV and Gym TV**           

**           ** We plan to aggressively expand the Bar TV concept, which is directed at a specific demographic population focused on chain or multiple location bars, taverns and entertainment destinations. We look to work with the locations utilizing their pre-existing marketing materials, logos and websites to create their digital signage signature and to work with their vendors to provide us with early advertisement and promotion tie-ins on the network. We plan to convert suitable current locations to a forward storage media player and a monthly subscription service fee.  We have completed the beta testing of our Gym TV network at locations with Gold's Gym franchisees and World Gyms and independent gyms throughout Florida. We have attended the National Fitness Trade Shows, and were able to execute new agreements for Gym TV locations in several additional states as part of our currently planned national roll-out. We are currently following up on national chains and intend to expand Gym TV as a subscription service. We believe that upon obtaining critical mass, manufacturers and retailers that market health related products such as vitamins, health foods, bicycles, athletic equipment and sporting events will consider directing part of their promotional/advertising budget to a specific sector of the population. We believe that the health club/gym market is well suited to our concept of "leisure destinations driving traffic to retail locations."

**           ** We have made application to register the Bar TV trademark with the United States Patent and Trademark Office under Section 038 of narrowcast media/audio in out-of- home locations. We also considered registering trademarks for the Gym TV and Hotel TV brands but have decided, at the present time, to concentrate our marketing efforts under our core and nationally registered trademarked brand, Destination Television®.

**            Hotel TV**

            On December 31, 2004, we completed the acquisition of all of the issued and outstanding stock of National Hotel Network, Inc. ("NHN") and ALW Communications, Inc. ("ALW"). We combined our hotel advertising operations with those of the acquired companies under a new brand, Hotel TV. We then integrated Hotel TV with our other existing operations, Bar TV and Gym TV, to offer national advertisers an opportunity to reach a target audience at leisure destinations at relatively reasonable advertising rates. In May 2005, we commenced a lawsuit regarding the acquisition of ALW and NHN. The lawsuit was settled in June 2006 with payment to us of $25,000 by a third-party, and the exchange of mutual releases.

**           **ALW Communications, Inc. was formed in August 2002, and shortly thereafter, the concept for the City Traveler television program was introduced to South Florida's largest and most well known hotels. The show is an in-room television program designed to be a hotel guest's visual guide to the area. Unlike traditional television shows with conventional commercials, City Traveler attracts advertisers by offering advertisements that are actual pieces of a television show. Our production staff works with each client to create a unique 60- to 120-second "advertorial" to entertain, educate and motivate targeted hotel guests. City Traveler episodes consist of 15 to 30 individual segments, each highlighting a specific destination.

            In early 2004, in order to attract national advertisers, the National Hotel Network was formed as a sales organization to represent five companies (including ALW Communications, Inc.) that operated City Traveler-type channels in 11 U.S. cities. Through these local affiliates, the network had a viewer base in more than 470 hotels and 135,000 hotel rooms. Each affiliate independently produces their own travel show; however the National Hotel Television Network has contracts with each to sell customary 30, 60, and 90-second commercials. These contracts require that affiliates may not join a competing network, and that National Hotel Television Network not represent competitors airing programming in the affiliates' local markets. Shortly after completing our acquisition of ALW and NHN, we were notified that the largest of the five companies, City Explorer TV, cancelled its agreement with NHN. This cancellation resulted in a reduction of the number of affiliates from 11 to five and the reduction of the number of hotels to 228 and the number of hotel rooms to 37,715 and virtually all the major demographic market areas ("DMAs") of the National Hotel Television network.

**Government Regulation**

            Because we operate private networks at retail locations, we are not currently restricted by licensing program content and related regulations of the Federal Communications Commission.  In addition, the advertising industry is subject to regulation by the Federal Trade Commission, the Food and Drug Administration and other federal and state agencies and is reviewed by various civic groups and trade organizations.  The introduction of new laws, regulations or interpretation of existing regulations governing advertising could have a material adverse effect on our business.

**Employees**

**           ** We currently have one full-time employee and also employ independent commission representatives. We typically enter into independent contractor agreements or work-for-hire agreements with individuals to provide services on an as-needed basis.

**Rescission of Acquisition of American Broadcast Group LLC**

**           ** On November 1, 2007, we purchased American Broadcast Group LLC, a privately held advertising sales organization. On June 18, 2008, we executed an agreement that rescinded the transaction because of insufficient operating capital to expand sales operations under ABG's current business model. All sales efforts are now being handled directly by Destination Television utilizing our new "electronic sale" business model to obtain advertisers and locations for our networks.

**Mergers and Acquisitions**

**           ** In addition to pursuing our revised business model, we are seeking to acquire companies or enter into joint ventures with companies that are in the advertising or promotion fields, especially companies that have in-house or affiliated sales departments. We believe that our concept of leisure destinations driving traffic to retail locations is relevant to all forms of advertising, whether in digital or print or sound format. We believe that there are companies, in Florida and elsewhere, that could benefit from our capabilities and industry relationships and that can also complement our existing network structure. In light of our limited cash position and relatively high debt load, there is no assurance that we will be able to complete the acquisition of any company.

----

**RESULTS OF OPERATIONS**

**Critical Accounting Policies**

**           ** The following critical accounting policies are important to the portrayal of our company's financial condition and results.

***Revenue Recognition:***

**           ** Our revenue is derived from (1) subscription fees ("Subscription revenue") paid by network member locations that air our network content and such revenue is recorded ratably over the term of the subscription agreement; and (2) the production and sale of custom advertising and pre-produced local, regional and national advertising that is subsequently aired throughout our TV networks. Production revenue is recognized upon the delivery and acceptance of the produced piece while Air Time revenue is recognized ratably over the term of the advertising contract.  

**           ** We account for revenue under the guidance provided by EITF 00-21 "*Revenue Arrangements with Multiple Deliverables* ." We only recognize production revenue, separately from air time revenue, (1) if we bill the advertising client separately for both elements and (2) if the customer has been so advised as part of its initial arrangement with us. In order to record the production revenue as a separate part of the advertising contract, billing rates, whether by the job or based on time and materials, must be presented to the advertising client for approval as part of the original contract. Video clips produced by our art department have stand alone value and can be used for purposes other than to be aired on our networks. Once completed and delivered to the client, the video clip is non-returnable and hence "not subject to a general right of return." Air time is recognized as revenue over the term of the advertising contract or proportionately by spots delivered, depending on the initial contract terms. We recognize air time revenue as air time is delivered. If the client has not been informed that billing is separate for production and airtime, then all revenue from that contract is treated as air time revenue and is recognized as commercials are aired.  Since, we have always delivered airtime as contracted, management has determined that delivery of the airtime is "probable" and since we have control over our networks, the delivery of the airtime meets the criterion of "controlled by the Company."

***Valuation of Long-Lived Assets:***

            We review the recoverability of our long-lived assets including equipment, goodwill and other intangible assets, when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on our ability to recover the carrying value of the asset from the expected future pre-tax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment is recognized for the difference between estimated fair value and carrying value. Our primary measure of fair value is based on discounted cash flows. The measurement of impairment requires management to make estimates of these cash flows related to long-lived assets, as well as other fair value determinations.

**           ** We amortize the costs of other intangibles over their estimated useful lives unless such lives are deemed indefinite. Amortizable intangible assets are also tested for impairment based on undiscounted cash flows and, if impaired, written down to fair value based on either discounted cash flows or appraised values. Intangible assets with indefinite lives are tested for impairment, at least annually, and written down to fair value as required.

***Results of operations for the Three Months and Nine Months Ending******July 31, 2008******and******July 31, 2007***

            The following discussion and analysis provides information that our management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read in conjunction with the financial statements and footnotes that appear elsewhere in this report.

**           ** As a consequence of rescinding the acquisition of American Broadcast Group LLC on June 18, 2008, revenues and expenses of this former subsidiary have not been included in our *Consolidated Statements of Operations*.   **     **

**Sales and Other Revenues**

           Revenues for the quarter ended July 31, 2008 were $1,581, a decrease of $1,306 from the $2,887 reported for the quarter ended July 31, 2007.  For the nine-month period ending July 31, 2008, revenues decreased $7,662 to $6,001 from $13,663 reported for the nine months ended July 31, 2007.

**Expenses**

**            Selling, General and Administrative**

            Selling, general and administrative expenses for the quarter ended July 31, 2008 decreased $26,638, or 17%, to $126,508 from $153,146 in the fiscal quarter ended July 31, 2007.  For the nine months ended July 31, 2008, SG&A expenses were $476,208, down $122,075, or 20%, from $598,283 reported for the comparable 2007 nine-month period.

            **Consulting**

**           ** Consulting expenses for the three months ended July 31, 2008 were $0. In the comparable 2007 period consulting expenses were also $0. For the nine months ended July 31, 2008, consulting expenses declined $29,598, or 30%, to $69,760, from $99,358 in the comparable 2007 nine-month period. Consulting expenses in the first nine months of 2008 were comprised of payments, in lieu of cash, in the form of stock and stock options, which had a fair value of $69,760.**        **

**            Interest Expense**

**           ** Interest expense in the three months ended July 31, 2008 was $17,000, compared to $15,701 for the three months ended July 31, 2007. Interest expense for both periods consisted of accrued interest on the outstanding notes and loans payable due Dr. Terry, and estimated accrued interest on our payroll tax liabilities. 

            For the nine months ended July 31, 2008, interest expense was $48,494, compared to $45,476 for the comparable 2007 period.

**Loss from Continuing Operations**

**           ** Our net loss from continuing operations was $124,927 in the fiscal quarter ended July 31, 2008, compared to $150,259 for the quarter ended July 31, 2007. Our net loss from continuing operations was $470,207 for the nine months ended July 31, 2008, compared to $584,620 for the nine months ended July 31, 2007.

            The loss from continuing operations does not include any results of our former subsidiary, American Broadcast Group LLC.

**Gain (Loss) from Discontinued Operations**

**           ** For the three months ended July 31, 2008, we recorded a gain of $152,665 from the return of ABG to its former owner. This gain from discontinued operations resulted from the elimination of the ABG member's equity deficiency on our consolidated balance sheet. The equity deficiency resulted from the excess of ABG liabilities over its assets. At the time of our acquisition of ABG, we recorded that excess as an asset, i.e., *Goodwill*. That asset had been removed from our consolidated balance sheet in the previous fiscal quarter.

            For the nine months ended July 31, 2008, our total loss on disposition of ABG was $26,502, which represents our cash investment in ABG which will not be recovered.

            For the three months and nine months ended July 31, 2007, we did have a gain or loss from discontinued operations.

**Income Tax Expense (Benefit)**

            We have substantial net operating loss carry-forwards, which may be used to offset operating profits in the future. In the periods covered by this report, there was no income tax expense or benefit reported on our financial statements. We determined that it was more likely than not that our net operating loss carry-forwards would not be utilized; therefore, we have provided a valuation allowance against the related deferred tax asset.

**Net Income (Loss)**

**           **  Net income from continuing and discontinued operations was $27,738 in the three months ended July 31, 2008, compared to the net loss of $150,259 in the three months ended July 31, 2007.

             For the nine months ended July 31, 2008, the net loss from continuing and discontinued operations was $496,709, which compares to the net loss of $584,620 in the nine months ended July 31, 2007.

**           ** Although we believe our revised "electronic sales" business model may provide an increase in revenue and a reduction in losses, there can be no assurance that we will achieve profitability, generate new revenues, or sustain growth in the future. The viability of our business plan necessitates that we significantly expand the number of locations that are part of our network to reach the level of critical mass needed to attract national advertisers for our networks. Without required funding, we will not be able to increase our locations or attract national advertisers.

**Gain/Loss per Share:**

**            From Continuing Operations before Discontinued Operations**           

            Basic and diluted loss per share of common stock from continuing operations before discontinued operations was $0.00 in the fiscal quarter ended July 31, 2008 and $0.00 in the fiscal quarter ended July 31, 2007. The loss per share, in both periods, was computed by dividing the net loss from continuing operations before discontinued operations by the weighted average common shares outstanding. In the fiscal 2008 quarter, the weighted average of outstanding common shares, which includes the weighted average number of common shares into which the preferred stock is convertible, was 64,100,982 compared to 49,518,300 in the fiscal year 2007 quarter.

            Basic and diluted loss per share of common stock from continuing operations before discontinued operations was $0.01 in the nine months ended July 31, 2008 and $0.01 in the nine months ended July 31, 2007. The weighted average of outstanding common shares which includes the weighted average number of common shares into which the preferred stock is convertible was 62,532,262 compared to 48,690,972 in the 2008 and 2007 nine-month periods, respectively.

            For the purpose of computing loss per share of common stock, the Preferred Stock is treated as if it were a separate class of common stock with rights and attributes identical to the common shares in all respects except voting rights.

            **From Discontinued Operations and Loss on Disposition**

**           ** Basic and diluted gain/loss per share from discontinued operations and loss on disposition was a gain of $0.00 in the three months and a loss of $0.00 in the nine months ended July 31, 2008. The gain/loss per share, for both periods, was computed by dividing the net gain or loss from discontinued operations and  disposition by the weighted average common shares outstanding. In the three months and nine months ended July 31, 2008, the weighted average of outstanding common shares, which includes the weighted average number of common shares into which the preferred stock is convertible, was 64,100,982 and 62,532,261, respectively.

            **Total**

            Basic and diluted total income per share of common stock was $0.00 for the three months ended July 31, 2008, compared to total loss per share of common stock of $0.01for the three months ended July 31, 2007. For both the nine months ended July 31, 2008 and nine months ended July 31, 2007, total loss per share was $0.01.  

**Impact of Inflation**

            It is management's opinion that inflation has had only a negligible effect on our operations in the past several years.

**Liquidity and Capital Resources**

            For the period November 1, 1999 through July 31, 2008, we have not generated cash from operations. 

**           ** We have been able to continue in business primarily from the receipt of cash from financing activities. During the first nine months of fiscal year 2008, our financing activities provided total funds of $160,000, consisting of $100,000 from the issuance of a one-year 8% convertible note, $30,000 from a one-year 6% loan and $30,000 from the sale of 1,000,000 shares of our common stock. Similarly, our financing activities provided $286,000 during the first nine months of fiscal year 2007.

**           ** Our liabilities, all of which are current liabilities (due within one year), totaled approximately $1,511,000 at July 31, 2008.  Of this amount, $705,000, plus accrued interest of approximately $96,000, was owed to Dr. Terry. The $705,000 of indebtedness consists of $400,000 of 6% convertible notes, $100,000 of 8% convertible notes, and $205,000 of 6% non-convertible unsecured loans. Of the total principal owed to Dr. Terry, $300,000 is secured by all of our assets and $405,000 is unsecured.  Additionally, we owed Dr. Terry $301,500 for accrued rent.

**           **Our other major liability is for payroll taxes, which is estimated at approximately $231,000, including interest and penalties, at July 31, 2008. We recognize the high priority of resolving this debt in an orderly manner. We have retained an accounting firm that is experienced in negotiating with the Internal Revenue Service regarding payroll tax liabilities and, in November 2007, we submitted an Offer in Compromise to substantially reduce our liability. Although the Offer in Compromise has been rejected, the Company has appealed the initial determination and is continuing negotiations with the Internal Revenue Service to reduce our liability. There is no assurance that we will be able to reach a settlement of our payroll tax liabilities acceptable to us.

**           ** We have funded our cash needs by issuing common stock and convertible and non-convertible notes. We also used our common stock, in lieu of cash, to obtain professional and employment services. We plan to attempt to cover our cash needs over the next 12 months through the sale of additional shares of our common stock and/or convertible securities.

**Capital Expenditures**

            We expect that our only significant capital expenditure in the upcoming year will be for television screens and related equipment to be placed in various locations that receive and transmit our programming and advertising. We estimate that the total expenditures for the next 12 months will not exceed $500,000. There is no assurance that we will be able to obtain financing to acquire the equipment at terms acceptable to us.

**Ability to Continue as a Going Concern and Management Plan**

            Our financial statements have been prepared assuming that we will continue as a going concern. We have generated only minimal revenue in the ordinary course of our business. The lack of significant sales, recurring losses, lack of working capital, shareholders' deficiency and delinquent payroll taxes, and federal tax liens raise substantial doubt about our ability to continue as a going concern. Our management's plan in regard to these matters is to seek further equity or debt funding to allow us to pursue our business plan which involves the sale of advertising on our networks by employing a new  "electronic sales" model; the licensing of and affiliation with other networks; and the possible acquisition of companies in related or unrelated businesses. We intend to increase our revenues by concentrating our sales efforts on attracting national advertisers to our networks and other affiliated networks; to negotiate a plan of payment of our payroll tax liability and to reduce our fixed cash operating expenses so that sales exceed our fixed expenses.

** ITEM 3 - CONTROLS****AND****PROCEDURES**

**           ** (a) Evaluation of disclosure controls and procedures

            We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of July 31, 2008. This evaluation was accomplished under the supervision and with the participation of our chief executive officer, principal executive officer, chief financial officer/principal accounting officer who concluded that our disclosure controls and procedures are not effective to ensure that all material information required to be filed in the quarterly report on Form 10-QSB has been made known to him.

            Disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

            Based upon an evaluation conducted for the period ended July 31, 2008, Gordon Scott Venters who served as our Chief Executive Officer and Chief Financial Officer (which duties include that of principal accounting officer) as of July 31, 2008, and the date of this Report, has concluded that as of the end of the period covered by this report, we have identified the following material weakness of our internal controls: 

            **** **· **    Reliance upon independent financial reporting consultants for review of critical accounting areas and disclosures and material non-standard transactions.                ** ·**     Lack of sufficient accounting staff which results in a lack of segregation of duties necessary for a good system of internal control.

**           ** In order to remedy our existing internal control deficiencies, as soon as our finances allow, we will hire a Chief Financial Officer who will be sufficiently versed in public company accounting to implement appropriate procedures for timely and accurate disclosures.   

**           ** (b) Changes in internal controls

**           ** We have not yet made any changes in our internal control over financial reporting that occurred during the period covered by this report on Form 10-QSB that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

----

** PART II****OTHER INFORMATION**

**ITEM 6 - EXHIBITS****AND****REPORTS ON****FORM****8-K**
|   | (a)    |   | Exhibits

Exhibit 31.1 - Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer and Principal Financial Officer and Principal Accounting Officer

Exhibit 32.1 - Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer and Principal Financial Officer and Principal Accounting Officer |
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|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | (b)    |   | Reports on Form 8-K

No Reports on Form 8-K were filed during the three months ended July 31, 2008.                                                                                                                                                                                                                                                                                                                                                                                            |

**SIGNATURES**

             In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|   |   |   | Date:     | September 22, 2008                                                                                                                                                                                                                                   |
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|   |   |   |      |                                                                                                                                                                                                                                                 |
|   |   |   |      | **DESTINATION TELEVISION, INC.**                                                                                                                                                                                                                     |
|   |   |   |      |                                                                                                                                                                                                                                                 |
|   |   |   | By:  | /s/ Gordon Scott Venters                                                                                                                                                                                                                             |
|   |   |   |      |                                                                                                                                                                                                                                                      |
|   |   |   |      | Gordon Scott Venters          President and Chief Executive Officer          (Principal Executive Officer) and          Acting Chief Financial Officer          (Principal Financial Officer and          Principal Accounting Officer) and Director |